SUB-ITEM 77Q1(a)
AMENDED AND RESTATED AMENDMENT NO. 1
TO THE
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
OF
AIM SELECT REAL ESTATE INCOME FUND
This Amendment amends the Amended and Restated Agreement and
Declaration of Trust dated May 15, 2002 (the "Declaration") of AIM Select Real
Estate Income Fund (the "Trust"), and amends and restates in its entirety
Amendment No. 1 to the Declaration dated June 11, 2002.
WHEREAS, at a meeting of the Board of Trustees of the Trust
held on June 11, 2002, the Trustees amended the Declaration by adopting
resolutions (i) creating Preferred Shares that have been designated as Auction
Rate Preferred Shares, and classifying certain Preferred Series of Auction Rate
Preferred Shares, and (ii) establishing the rights, preferences and privileges
of such Auction Rate Preferred Shares pursuant to and as set forth in a
Statement Establishing and Fixing the Rights and Preferences of Auction Rate
Preferred Shares (the "Statement");
WHEREAS, the Board of Trustees incorporated the resolutions
into the Declaration by affixing the Statement thereto pursuant to Amendment
No. 1 to the Declaration; and
WHEREAS, the Board of Trustees now desires to amend and
restate the Statement (as amended and restated, the "Revised Statement"), and
therefore desires to amend and restate Amendment No. 1 to the Declaration.
NOW THEREFORE,
1. This Amended and Restated Amendment No. 1 amends and restates in
its entirety Amendment No. 1 to the Declaration dated June 11, 2002.
2. The Declaration is hereby amended by replacing Attachment A thereto
with the Revised Statement, which Revised Statement is attached as Attachment I
to this Amended and Restated Amendment No. 1.
3. All references in the Declaration to "this Agreement" shall mean
the Declaration as amended by this Amended and Restated Amendment No. 1.
4. Except as specifically amended by this Amended and Restated
Amendment No. 1, the Declaration is hereby confirmed and remains in full force
and effect.
5. This Amendment is effective as of July 19, 2002.
6. Pursuant to Section 9.7 of the Declaration, this Amendment may be
executed by a duly authorized officer of the Trust.
IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the
Trust, has executed this Amendment as of July, 19, 2002
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: President and Chairman
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